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Map Server License Agreement

发布时间:2019-08-24 10:57:12

  between aaa corporation and bbb, inc
this amended and restated agreement (this "agreement") is entered into as of _________,_________,_________(m,d,y) (the "effective date") by and between aaa corporation, a corporation organized under the laws of the state of _________(placename) ("aaa"), and bbb, inc., a corporation organized under the laws of the state of _________(placename)("bbb"), with reference to the following facts:
a. on or about _________,_________,_________(m,d,y), aaa caused the formation of bbb and transferred certain aaa assets to bbb in return for certain stock in bbb.
b. to assist bbb in its daytoday operations as a new corporate entity, aaa and bbb entered into a map server license agreement dated as of _________,_________,_________(m,d,y) (the "map server agreement"), pursuant to which aaa provided certain local street maps and driving directions and other mapping services to bbb, and bbb engaged aaa to provide such services.
c. the parties now desire to amend and supercede the map server license agreement in its entirety by entering into this amended and restated map server license agreement pursuant to the terms and conditions set forth herein.
therefore, the parties hereby agree as follows:
aaa confidential
1. definitions
"affiliates" shall mean any entity in which, as of the effective date, bbb, directly or indirectly, or through one or more intermediaries, holds the beneficial ownership of more than fifty percent (50%) of the equity securities or interests, and only so long as such ownership continues.
"data" shall mean all thirdparty data licensed by aaa and used in maps and in the separate data dump, as of the effective date.
"data dump" shall mean the set of data including but not limited to points of interest, city, and region, generally containing unique identifiers such as the related geographic location, name, type, and language, and used in bbb"s cataloging system to enable users to search by point of interest when performing a search on bbb.
"bbb icon" shall mean any graphics or text, including, without limitation, persistent hyperlinks in the form of an bbb logo or other representational icon created by bbb for an bbb travel service or product.
"bbb data feed" shall mean the data supplied by bbb to aaa which contains the geographic location for any travel service offered by bbb, and the location where the bbb icon or other representational icon, which includes an underlying url to the bbb web site, should be placed on the maps used by bbb.《1》《2》《3》《4》《5》《6》《7》《8》《9》《10》《11》《12》《13》《14》《15》《16》《17》《18》《19》
"bbbmaps" shall mean the map services provided on the bbb web site, located at as of the effective date.
"bbb updates" shall mean any updates, upgrades, error corrections, or other improvements to the server technology that bbb or its affiliates may have developed or will develop pursuant to this agreement.
"bbb web site" means any web site owned or controlled by bbb or its affiliates, which is accessed by users.
"launch date" shall mean the date that bbb begins providing travel services with maps served from computers hosted by aaa, and which in no event will be later than six months after the effective date; provided aaa has meet the requirements of exhibit c and the parties have not mutually agreed to postpone such use.
"link" shall mean: (i) one or more hyperlinks located on the applicable areas of the maps, or (iii) any other alternative method that enables a user to access bbb. links also include any connection to bbb through the internet, email, broadband, internet ii, wireless and handheld devices, cell phones, digital appliances, or other digital interactive means, networks, devices, or transmissions (whether existing now or in the future).
"maps" shall mean collectively, the bbbmaps and the maps.
" maps" shall mean a reliable webenabled mapping solution developed by aaa that includes interactive maps, proximity searching and detailed driving directions.
"point of interest" shall mean those certain geographic locations, which include but are not limited to, such places as campgrounds, parks and other attractions or places of interest (. the empire state building).
"server technology" shall mean the computer software owned by aaa and listed in exhibit a.
"service" shall mean the hosting of server technology, maps, specifications and formats, and which includes without limitation the testing, implementation, hosting, maintenance, support, operation and update schedules, as applicable, for the server technology, data and maps as provided by aaa to bbb as a part of such service, which enables bbb to use the maps as contemplated herein.
2. delivery, operation, and use
delivery. the parties acknowledge that bbb already has copies of the server technology and data in its possession as of the effective date.
updates and error corrections.
(a) aaa. aaa and bbb will cooperate to test the initial version of maps that aaa is operating as of the effective date in a beta environment to ascertain if it meets the stability requirements outlined in exhibit c hereto. each upgrade thereto shall be tested in a similar fashion. the parties will cooperate to ensure that the beta testing of the initial version and any upgrade thereto is concluded in a timely manner. 12345678910 111213141516171819

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